UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   Quarterly report pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the period ended March 31, 1997 or

[  ]   Transition report pursuant to Section 13 or 15 (d) of  the
Securities Exchange Act of 1934
For the transition period from ________________to_____________.

Commission file number 0-13298

                DEAN WITTER CORNERSTONE FUND II
  (Exact name of registrant as specified in its charter)


          New   York                            13-3212871
(State or other jurisdiction of              (I.R.S. Employer
Incorporation  or organization)             Identification No.)


c/o Demeter Management Corp.
Two World Trade Center, New York, NY 62 Fl.     10048
(Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code (212) 392-5454

(Former  name, former address, and former fiscal year, if changed
since last report)


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.


Yes    X            No

<TABLE>
<PAGE>
                 DEAN WITTER CORNERSTONE FUND II

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                         March 31, 1997
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                          <C>
Item 1. Financial Statements

   Statements of Financial Condition
   March 31, 1997 (Unaudited) and December 31, 1996...........2

   Statements of Operations for the Quarters Ended
   March 31, 1997 and 1996 (Unaudited)........................3

   Statements of Changes in Partners' Capital for the
   Quarters Ended March 31, 1997 and 1996
   (Unaudited)................................................4

   Statements of Cash Flows for the Quarters Ended
   March 31, 1997 and 1996 (Unaudited)........................5

   Notes to Financial Statements (Unaudited)...............6-11

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations...................... 12-16

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................17-18

Item  6.   Exhibits  and  Reports on Form  8-K...............19








</TABLE>


<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>
                                     March 31,     December 31,
                                                 1997           1996
                                                  $              $
                                              (Unaudited)
ASSETS
<S>                                           <C>          <C>
Equity in Commodity futures trading accounts:
 Cash                                         30,183,303    28,509,266
 Net unrealized gain on open contracts         1,347,136     1,316,434

 Total Trading Equity                         31,530,439    29,825,700

 Interest receivable (DWR)                       113,622        97,815
 Due from DWR                                      3,996       123,327

 Total Assets                                 31,644,061    30,046,842


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                            614,807       442,706
 Accrued incentive fees                         345,653       316,750
 Accrued management fees                         80,540        99,352
 Common administrative expenses payable          63,866        52,339
 Accrued brokerage commissions (DWR)             35,912        83,967
 Accrued transaction fees and costs               2,686         5,558

 Total Liabilities                            1,143,464     1,000,672


Partners' Capital

 Limited Partners (8,736.729 and
  8,987.942 Units, respectively)             29,760,064    28,360,195
 General Partner (217.400 Units)                740,533       685,975

 Total Partners' Capital                     30,500,597    29,046,170

 Total Liabilities and Partners' Capital     31,644,061    30,046,842


NET ASSET VALUE PER UNIT                       3,406.32     3,155.36


        The accompanying footnotes are an integral part
                 of these financial statements.
<PAGE>

<PAGE>

</TABLE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>



                                For the Quarters Ended March 31,
                                       1997            1996
                                        $            $
REVENUES
<S>                                 <C>             <C>
 Trading profit (loss):
 Realized                           2,913,866       787,501
 Net change in unrealized              30,702    (1,575,420)

      Total Trading Results         2,944,568      (787,919)

    Interest Income (DWR)             319,898       299,604

      Total Revenues                3,264,466      (488,315)


EXPENSES

    Incentive fees                    349,649            -
    Brokerage commissions (DWR)       288,302      453,306
      Management fees                 284,584      299,467
    Transaction fees and costs         29,161       39,439
    Administrative expenses            11,527        2,655

      Total Expenses                  963,223      794,867

NET INCOME (LOSS)                   2,301,243   (1,283,182)


NET INCOME (LOSS) ALLOCATION

    Limited Partners                2,246,685   (1,257,299)
    General Partner                    54,558      (25,883)


NET INCOME (LOSS) PER UNIT

    Limited Partners                   250.96     (119.06)
    General Partner                    250.96     (119.06)


        The accompanying footnotes are an integral part
                 of these financial statements.
</TABLE>


<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 1997 and 1996
                          (Unaudited)

<CAPTION>



                         Units of
                       Partnership   Limited     General
                         Interest   Partners    Partner         Total
<S>                   <C>         <C>           <C>        <C>
Partners' Capital
 December 31, 1995    10,891.098   $30,213,505   $615,383   $30,828,888

Offering of Units         21.937        60,182         -         60,182

Net Loss                       -    (1,257,299)   (25,883)   (1,283,182)

Redemptions             (324.590)     (894,342)        -       (894,342)

Partners' Capital
  March 31, 1996      10,588.445   $28,122,046   $589,500   $28,711,546



Partners' Capital
  December 31, 1996   9,205.342    $28,360,195   $685,975   $29,046,170

Offering of Units        91.201        304,200         -        304,200

Net Income                      -    2,246,685     54,558     2,301,243

Redemptions            (342.414)    (1,151,016)        -     (1,151,016)

Partners' Capital
 March 31, 1997       8,954.129    $29,760,064   $740,533   $30,500,597





         The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>








<PAGE>
<TABLE>
                DEAN WITTER CORNERSTONE FUND II
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)


<CAPTION>



                                                    For the Quarters Ended March 31,

                                                           1997            1996
                                                               $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>        <C>
 Net income (loss)                                        2,301,243  (1,283,182)
 Noncash item included in net income (loss):
    Net change in unrealized                                (30,702)  1,575,420

 (Increase) decrease in operating assets:
    Interest receivable (DWR)                               (15,807)     11,725
    Receivable from DWR                                     123,327     (38,707)

 Increase (decrease) in operating liabilities:
    Accrued incentive fees                                   28,903    (307,567)
    Accrued management fees                                 (18,812)     (8,202)
    Common administrative expenses payable                   11,527     (29,368)
    Accrued brokerage commissions (DWR)                     (48,055)    (22,469)
    Accrued transaction fees and costs                       (2,872)     (1,421)

  Net cash provided by (used for) operating activities    2,348,752    (103,771)


CASH FLOWS FROM FINANCING ACTIVITIES

 Offering of units                                          304,200      60,182
 Increase in redemptions payable                            172,101     167,120
 Redemptions of units                                    (1,151,016)   (894,342)

 Net cash used for financing activities                    (674,715)   (667,040)


 Net increase (decrease) in cash                          1,674,037    (770,811)

 Balance at beginning of period                          28,509,266  28,057,189

 Balance at end of period                                30,183,303  27,286,378


        The accompanying footnotes are an integral part
                 of these financial statements.

</TABLE>


<PAGE>
                 DEAN WITTER CORNERSTONE FUND II

                  NOTES TO FINANCIAL STATEMENTS

                           (Unaudited)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition.  The financial statements

and condensed notes herein should be read in conjunction with the

Partnership's December 31, 1996 Annual Report on Form 10-K.



1. Organization

Dean Witter Cornerstone Fund II (the "Partnership")  is a limited

partnership  organized  to engage in the speculative  trading  of

commodity  futures  contracts and forward  contracts  on  foreign

currencies.    The  Partnership  is  one  of  the   Dean   Witter

Cornerstone Funds, comprised of Dean Witter Cornerstone Fund  II,

Dean  Witter  Cornerstone Fund III, and Dean  Witter  Cornerstone

Fund  IV.   The  general partner for the Partnership  is  Demeter

Management Corporation ("Demeter").  The commodity broker is Dean

Witter  Reynolds Inc. ("DWR").  Both Demeter and DWR  are  wholly

owned  subsidiaries of Dean Witter Discover & Co.  ("DWD").   The

trading   advisors  who  make  all  trading  decisions  for   the

Partnership  are  Abacus Asset Management Corporation  ("ABACUS")

and John W. Henry &

                                

<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Company.,  Inc.  ("JWH").  Effective March 1,  1997,  ABACUS  was

removed as a trading advisor to the Partnership.  Effective April

16, 1997 the assets previously managed by ABACUS were reallocated

to Northfield Trading L.P.



2. Related Party Transactions

The  Partnership's  cash  is on deposit  with  DWR  in  commodity

trading accounts to meet margin requirements as needed.  DWR pays

interest  on  these funds based on current 13-week U.S.  Treasury

Bill  rates.  Brokerage expenses incurred by the Partnership  are

paid to DWR.


3.  Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices,  commodities, currencies,  petroleum  and

precious  metals.  Futures and forwards represent  contracts  for

delayed  delivery of an instrument at a specific date and  price.

Risk arises from changes in the value of these contracts and  the

potential inability of counterparties to perform under the  terms

of   the  contracts.   There  are  numerous  factors  which   may

significantly influence the market value of these contracts,

<PAGE>

                DEAN WITTER CORNERSTONE FUND II
           NOTES TO FINANCIAL STATEMENTS (CONTINUED)


including  interest  rate volatility.   At  March  31,  1997  and

December 31, 1996, open contracts were:


                                Contract or Notional Amount
                            March 31, 1997   December 31, 1996
                                    $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase         -              18,287,000
   Commitments to Sell         34,597,000         70,723,000
 Commodity Futures:
   Commitments to Purchase     14,621,000          6,346,000
   Commitments to Sell          5,312,000         14,596,000
 Foreign Futures:
   Commitments to Purchase        865,000         57,075,000
   Commitments to Sell         12,485,000          8,798,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase     25,394,000         26,688,000
   Commitments to Sell         31,341,000         18,334,000


A  portion of the amounts indicated as off-balance-sheet risk  in

forward   currency   contracts  is  due  to  offsetting   forward

commitments to purchase and to sell the same currency on the same

date   in   the   future.   These  commitments  are  economically

offsetting,  but are not offset in the forward market  until  the

settlement date.


The  unrealized gain on open contracts is reported as a component

of   "Equity  in  Commodity  futures  trading  accounts"  on  the

Statement

<PAGE>

                DEAN WITTER CORNERSTONE FUND II

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)
of  Financial Condition and totaled $1,347,136 and $1,316,434  at

March  31,  1997  and  December 31, 1996, respectively.   Of  the

$1,347,136  net unrealized gain on open contracts  at  March  31,

1997, $1,303,269 related to exchange-traded futures contracts and

$43,867   related   to   off-exchange-traded   forward   currency

contracts.  Of  the  $1,316,434  net  unrealized  gain  on   open

contracts  at December 31, 1996, $1,342,050 related to  exchange-

traded  futures contracts and $(25,616) related to  off-exchange-

traded forward currency contracts.


Exchange-traded-futures  contracts held  by  the  Partnership  at

March  31,  1997 and December 31, 1996 mature through March  1998

and   June   1998,  respectively.   Off-exchange-traded   forward

currency Contracts held by the Partnership at March 31, 1997  and

December  31,  1996  mature through June  1997  and  March  1997,

respectively.  The contract amounts in the above table  represent

the  Partnership's extent of involvement in the particular  class

of  financial instrument, but not the credit risk associated with

counterparty  nonperformance.  The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.

<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

            NOTES TO FINANCIAL STATEMENTS (CONTINUED)



The  Partnership  also has credit risk because DWR  acts  as  the

futures  commission  merchant  or  the  sole  counterparty,  with

respect  to  most  of the Partnership's assets.  Exchange  traded

futures  contracts  are marked to market on a daily  basis,  with

variations  in  value  settled on a daily  basis.   DWR,  as  the

futures commission merchant for all of the Partnership's exchange-

traded futures contracts, is required pursuant to regulations  of

the  Commodity Futures Trading Commission to segregate  from  its

own  assets  and for the sole benefit of its commodity  customers

all  funds  held  by DWR with respect to exchange traded  futures

contracts including an amount equal to the net unrealized gain on

all  open futures  contracts, which funds totaled $31,486,572 and

$29,851,316   at   March  31,  1997  and   December   31,   1996,

respectively.   With  respect to the Partnership's  off-exchange-

traded  forward currency forward contracts, there  are  no  daily

settlements  of variations in value nor is there any  requirement

that  an  amount equal to the net unrealized gain on open forward

contracts  be  segregated.  With respect to  those  off-exchange-

traded forward currency contracts,



<PAGE>

                 DEAN WITTER CORNERSTONE FUND II

            NOTES TO FINANCIAL STATEMENTS (CONCLUDED)



the   Partnership  is  at  risk  to  the  ability  of  DWR,   the

counterparty on all of such contracts, to perform.



For  the quarter ended March 31, 1997 and the year ended December

31,  1996,  the average fair value of financial instruments  held

for trading purposes was as follows:

                                            March 31, 1997
                                       Assets        Liabilities
                                         $                $

Exchange-Traded Contracts:
  Financial Futures                   4,572,000       44,911,000
  Commodity Futures                  14,389,000       10,423,000
  Foreign Futures                    31,114,000        5,975,000
Off-Exchange-Traded Forward
 Currency Contracts                  34,336,000       39,199,000

                                          December 31, 1996
                                       Assets         Liabilities
                                         $                  $

Exchange-Traded Contracts:
  Financial Futures                  48,469,000       47,433,000
  Commodity Futures                  24,459,000       22,228,000
  Foreign Futures                    43,821,000       14,875,000
Off-Exchange-Traded Forward
 Currency Contracts                  38,522,000       44,536,000






<PAGE>

Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Liquidity.  The  Partnership's assets are deposited  in  separate

commodity  trading  accounts  with  DWR,  and  are  used  by  the

Partnership  as  margin  to engage in trading  commodity  futures

contracts  and forward contracts on foreign currency.  DWR  holds

such  assets  in either designated depositories or in  securities

approved   by  the  Commodity  Futures  Trading  Commission   for

investment of customer funds.  The Partnership's assets  held  by

DWR  may  be used as margin solely for the Partnership's trading.

Since  the  Partnership's sole purpose is to trade  in  commodity

futures  contracts and forward contracts on foreign currency,  it

is expected that the Partnership will continue to own such liquid

assets for margin purposes.



The  Partnership's investment in commodity futures contracts  and

other  commodity interests may be illiquid.  If the price  for  a

futures  contract  for a particular commodity  has  increased  or

decreased  by an amount equal to the "daily limit," positions  in

the  commodity can neither be taken nor liquidated unless traders

are  willing to effect trades at or within the limit.   Commodity

futures  prices  have  occasionally moved  the  daily  limit  for

several

<PAGE>

consecutive  days  with  little  or  no  trading.   Such   market

conditions   could   prevent   the  Partnership   from   promptly

liquidating its commodity futures positions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in profitable  markets  or

prevent  the  Partnership  from promptly liquidating  unfavorable

positions  in  such  markets  and subjecting  it  to  substantial

losses.  Either  of  these  market  conditions  could  result  in

restrictions on redemptions.



Capital  Resources.  The Partnership does not have, nor  does  it

expect  to have, any capital assets.  Redemptions, exchanges  and

sales of additional Units in the future will impact the amount of

funds  available  for investments in commodity futures  contracts

and  other  commodity  interests.   As  redemptions  are  at  the

discretion  of Limited Partners, it is not possible  to  estimate

the amount and therefore, the impact of future redemptions.





<PAGE>

                                
Results of Operations

For the Quarter Ended March 31, 1997

For  the  quarter  ended March 31, 1997, the Partnership's  total

trading  revenues  including  interest  income  were  $3,264,466.

During  the first quarter, the Partnership posted an increase  in

Net  Asset  Value  per  Unit.  The most  significant  gains  were

recorded  in  currency trading as the value of  the  U.S.  dollar

increased relative to most other world currencies during  January

and  February.  This upward move in value resulted in gains  from

short   positions  in  the  Japanese  yen,  most  major  European

currencies,  as  well as the Singapore dollar.  Smaller  currency

gains  were  recorded during March from short  positions  in  the

Japanese  yen  and  Singapore dollar, as the value  of  the  U.S.

dollar  continued  to  strengthen relative to  these  currencies.

Gains  were  also recorded in the soft commodities  markets  from

long  coffee  futures  positions as prices  moved  higher  during

January  and  February.  In metals, a decline in gold  prices  to

their  lowest levels in over three years, resulted in  additional

profits being recorded during January.  A portion of the gains in

the  first  quarter was offset by losses recorded in  the  energy

markets during January and March as oil and gas prices moved in a

short-term volatile pattern.

<PAGE>

Losses  were  recorded  in the financial futures  markets  during

February  and March as global interest rate futures prices  moved

in  a  choppy  pattern.   Smaller losses  were  recorded  in  the

agricultural futures markets.  Total expenses for the period were

$963,223, generating net income of $2,301,243.  The value  of  an

individual  Unit in the Partnership increased from  $3,155.36  at

December 31, 1996 to $3,406.32 at March 31, 1997.



For the Quarter Ended March 31, 1996

For  the  quarter  ended March 31, 1996 the  Partnership's  total

trading losses net of interest income were $488,316.  During  the

first  quarter, the Partnership posted a decrease  in  Net  Asset

Value  per  Unit.   The  most  significant  trading  losses  were

recorded  in  the currency markets during February as  previously

established   short  Japanese  yen  and  German  mark   positions

experienced losses due to a sharp reversal upward in the value of

these  currencies  relative  to the U.S.  dollar.   However,  the

losses  recorded during February were partially offset  by  gains

recorded  during  January from short  positions in  the  Japanese

yen, German mark and Swiss franc as the value of these currencies

moved lower relative to the





<PAGE>

                                

U.S. dollar.  Losses were also recorded during February in energy

futures trading and throughout the quarter in soft commodities as

prices  remained  trendless.   During  January,  the  Partnership

recorded  smaller losses from energy futures trading as a  result

of  a  sharp  and  sudden reversal in crude oil  prices.   During

March,  long  positions in crude oil futures profited  as  energy

prices  moved  upward.  These gains, coupled with  smaller  gains

from  transactions involving the Australian dollar  and  Japanese

yen,  helped  to  offset a portion of the losses recorded  during

February.  The  total  expenses for  the  period  were  $794,867,

resulting  in  a  net  loss  of  $1,283,182.   The  value  of  an

individual  Unit in the Partnership decreased from  $2,830.65  at

December 31, 1995 to $2,711.59 at March 31, 1996.


















<PAGE>
                                
                  PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

On  September 6, 10, and 20, 1996, and on March 13, 1997, similar

purported class actions were filed in the Superior Court  of  the

State  of  California, County of Los Angeles, on  behalf  of  all

purchasers  of  interests in limited partnership commodity  pools

sold  by DWR.  Named defendants include DWR, Demeter, Dean Witter

Futures  &  Currency  Management, Inc.,  DWD  (all  such  parties

referred  to  hereafter  as  the  "Dean  Witter  Parties"),   the

Partnership, certain other limited partnership commodity pools of

which  Demeter  is  the  general  partner,  and  certain  trading

advisors (including JWH) to those pools.  Similar purported class

actions  were  also filed on September 18 and  20,  1996  in  the

Supreme Court of the State of New York, New York County,  and  on

November 14, 1996 in the Superior Court of the State of Delaware,

New  Castle  County, against the Dean Witter Parties and  certain

trading  advisors (including JWH) on behalf of all purchasers  of

interests   in   various  limited  partnership  commodity   pools

including  the  Partnership,  sold  by  DWR.   Generally,   these

complaints  allege,  among  other  things,  that  the  defendants

committed  fraud, deceit, misrepresentation, breach of  fiduciary

duty,   fraudulent   and   unfair  business   practices,   unjust

enrichment, and conversion in

<PAGE>

connection  with  the sale and operation of the  various  limited

partnership  commodity  pools.  The complaints  seek  unspecified

amounts  of  compensatory and punitive damages and other  relief.

It  is possible that additional similar actions may be filed  and

that,  in  the  course of these actions, other parties  could  be

added  as defendants.  The Dean Witter Parties believe that  they

and  the  Partnership  have strong defenses  to,  and  they  will

vigorously  contest, the actions.  Although the ultimate  outcome

of  legal proceedings cannot be predicted with certainty,  it  is

the  opinion  of management of the Dean Witter Parties  that  the

resolution of the actions will not have a material adverse effect

on the financial condition or the results of operations of any of

the Dean Witter Parties or the Partnership.




<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

      A)  Exhibits. - None.

      B)  Reports on Form 8-K. - None.




<PAGE>



                           SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.




                               Dean Witter Cornerstone Fund II
                                        (Registrant)

                               By: Demeter Management Corporation
                                       (General Partner)

May 14, 1997                   By:
                                        Patti L. Behnke
                                        Chief Financial Officer




The  General  Partner which signed the above is  the  only  party
authorized  to  act  for the Registrant.  The Registrant  has  no
principal   executive  officer,  principal   financial   officer,
controller, or principal accounting officer and has no  Board  of
Directors.